9 unchanged sentences
Therefore, if one or more of these ordinary-course legal matters were resolved against us for amounts in excess of management's expectations, our results of operations and financial condition, including in a particular reporting period, could be materially adversely affected.
−Removed: As previously disclosed, an analyst report published in March 2020 suggested certain improprieties in the Company’s operations, many of which later became the subject of allegations in two putative class actions and two derivative actions that were filed on or after March 29, 2020 against the Company, the Company's then current directors, and/or certain of the Company’s then current officers, alleging violation of securities laws or breach of fiduciary duties in connection with claims that the Company failed to disclose in public statements that the Company engaged in certain related party transactions, that insiders and related parties were enriching themselves by misusing shareholder funds, and that the Company masked the true number of free-floating shares (the “Class Actions”).
−Removed: The Company intends to continue to vigorously defend these lawsuits.
−Removed: These cases now are all pending in the U.S.
−Removed: District Court for the Central District of California.
−Removed: A motion to dismiss the amended securities fraud complaint was filed on January 19, 2021, which is pending.
−Removed: The derivative actions are stayed pending the outcome of that motion to dismiss.
−Removed: In response to the analyst report, the Company's Board of Directors appointed a Special Committee of Independent Directors to conduct an internal independent investigation with the assistance of counsel (“Special Committee”).
+Added: As previously disclosed, in March 2020, a short-seller report suggested certain improprieties in the Company’s operations.
+Added: These allegations became the subject of two putative stockholder class actions filed on or after March 29, 2020 in the United States District Court for the Central District of California generally alleging the Company and certain of its current and former directors and officers violated the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making allegedly false and misleading statements (the “Class Actions”).
+Added: After the second putative stockholder class action was filed, the Class Actions were consolidated.
+Added: On January 19, 2021, the Company and the director and officer defendants filed a Motion to Dismiss the consolidated Class Actions.
+Added: On August 25, 2021, the Court granted the Motion to Dismiss with leave to amend the complaint.
+Added: The Plaintiff elected not to amend his complaint, and the Court entered Judgment in favor of the Company and the director and officer defendants on September 20, 2021.
+Added: The Court’s decision was not appealed, and the Class Actions are now closed.
+Added: The Company was likewise named a nominal defendant and certain of the Company's current and former directors and officers were named as defendants in a shareholder derivative lawsuit filed on June 15, 2020, in the United States District Court for the Central District of California.
+Added: The complaint makes similar allegations as the Class Actions and alleges violations of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets.
+Added: A second virtually identical shareholder derivative lawsuit was filed on August 21, 2020 in the United States District Court for the District of Delaware.
+Added: On November 19, 2020, the District Court for the District of Delaware transferred the second-filed derivative lawsuit to the District Court for the Central District of California.
+Added: The derivative lawsuits were stayed pending the deadline to file a notice of appeal in the Class Actions.
+Added: The Company intends to vigorously defend the derivative lawsuits.
+Added: See, Part I, Item 1, Note 18 - Subsequent Events.
+Added: In response to the allegations in the March 2020 short-seller report, the Company's Board of Directors appointed a Special Committee of Independent Directors to conduct an internal independent investigation with the assistance of counsel (the “Special Committee”).
In addition, the SEC initiated a formal, non-public investigation of the Company, and the SEC informally requested, and later issued a subpoena for, documents and other information.
3 unchanged sentences
There have been no changes to the status of these proceedings as described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
+Added: Refer to Independent Investigation Update in Note 1.
While the Special Committee has reached no final conclusions in conjunction with its investigation, it has made a number of recommendations to management regarding improvements to Company operations and structure, including but not limited to its dealings with related parties.
1 unchanged sentence
The Company now has an independent Chairman of the Board.
−Removed: In addition, the Company recently hired an in-house General Counsel and Chief Compliance Officer, who will report to the Chief Executive Officer and the Chairman of the Board.
−Removed: (See Note 17, Subsequent Events)
+Added: In addition, the Company hired an in-house General Counsel and Chief Compliance Officer, who reports to the Chief Executive Officer and the Chairman of the Board.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.